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Exhibit 10.4

                                  PATRIOT BANK
                              EMPLOYMENT AGREEMENT

                  This AGREEMENT is made effective as of February 22, 2001, by
and between Patriot Bank (the "Bank"), a Pennsylvania chartered commercial bank,
with its principal administration office at High and Hanover Streets, Pottstown,
Pennsylvania, and Joni Naugle ("Executive").

                  WHEREAS, the Bank wishes to assure itself of the services of
Executive for the period provided in this Agreement;

                  WHEREAS, Executive is willing to serve in the employ of the
Bank on a full-time basis for said period;

                  WHEREAS, the Bank and the Executive are entering into a stock
option agreement contemporaneously with the execution of this Agreement (the
"Stock Option Agreement") which provides Executive with valuable benefits;

                  NOW, THEREFORE, in consideration of the Stock Option Agreement
and the mutual covenants herein contained, and upon the other terms and
conditions hereinafter provided, the parties hereby agree as follows:


POSITION AND RESPONSIBILITIES.

                  During the period of her employment hereunder, Executive
agrees to serve as Executive Vice President and Chief Operating Officer of the
Bank. Executive shall render administrative and management services to the Bank
such as are customarily performed by persons situated in a similar executive
capacity. During said period, Executive also agrees to serve, if elected, as an
officer of the Holding Company or any subsidiary of the Bank.


TERMS AND DUTIES.

The period of Executive's employment under this Agreement shall be deemed to
have commenced as of the date first above written and shall continue for a
period of thirty-six (36) full calendar months thereafter ("term"). Commencing
on the first anniversary date of this Agreement and continuing on each
anniversary thereafter, the disinterested members of the board of directors of
the Bank ("Board") may extend the Agreement for an additional year such that the
remaining term of the Agreement
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shall be three (3) years unless the Executive elects not to extend the term of
this Agreement by giving written notice in accordance with Section 8 of this
Agreement. The Board will review the Agreement and Executive's performance
annually for purposes of determining whether to renew the Agreement and the
rationale and results thereof shall be included in the minutes of the Board's
meeting. The Board shall give notice to the Executive as soon as possible after
such review as to whether the Agreement is to be extended; however, if Executive
has not received a Notice of Termination from the Board, pursuant to Section 8
hereof, at least thirty (30) days prior to the end of the annual anniversary
date of the Agreement, this Agreement is deemed to be extended for an additional
twelve (12) months.

During the period of Executive's employment hereunder, except for periods of
absence occasioned by illness, reasonable vacation periods, and reasonable
leaves of absence, Executive shall devote substantially all her business time,
attention, skill, and efforts to the faithful performance of her duties
hereunder including activities and services related to the organization,
operation and management of the Bank in participation in community and civic
organizations; provided, however, that, during her business time and with
approval of the Board, as evidenced by a resolution of such Board, from time to
time, Executive may serve, or continue to serve, on the boards of directors of,
and hold any other offices or positions in, companies or organizations, which in
such Board's judgment, will not present any conflict of interest with the Bank,
or materially affect the performance of Executive's duties pursuant to this
Agreement.

Notwithstanding anything herein to the contrary, Executive's employment with the
Bank may be terminated by the Bank or the Executive during the term of this
Agreement, subject to the terms and conditions of this Agreement.

COMPENSATION AND REIMBURSEMENT.

The Bank shall pay Executive as compensation a salary of One Hundred
Seventy-Five Thousand Dollars ($175,000.00) per year ("Base Salary"). Base
Salary shall include any amounts of compensation deferred by Executive under any
qualified or unqualified plan maintained by the Bank. Such Base Salary shall be
payable bi-weekly. During the period of this Agreement, Executive's Base Salary
shall be reviewed at least annually; the first such review will be made no later
than one year from the date of this Agreement. Such review shall be conducted by
the Chief Executive Officer of the Bank. The Chief Executive Officer may
increase Executive's Base Salary. Any increase in Base Salary shall become the
"Base Salary" for purposes of this Agreement. In addition to the Base Salary
provided in this Section 3(a), the Bank shall also provide Executive, at no
premium cost to Executive, with all such other benefits as are provided
uniformly to permanent full-time employees of the Bank, or provided uniformly to
senior executives and key management employees only.

The Executive shall be entitled to participate in or receive benefits under any
employee benefit plans including but not limited to, retirement plans,
supplemental retirement plans, pension plans, profit-sharing plans, health and
accident plans, medical coverage or any other employee benefit plan or
arrangement made available by the Bank in the future to its senior executives
and key management employees, subject to and on a basis consistent with the
terms, conditions and overall administration of such plans and arrangements.
Executive shall be entitled to incentive compensation and bonuses as provided in
any plan of the Bank in which Executive is eligible to participate. Nothing paid
to the Executive under any such plan or arrangement will be deemed to be in lieu
of other compensation to which the Executive is entitled under this Agreement,
nor will it be deemed to be paid in satisfaction of the Base Salary.

In addition to the Base Salary provided for by paragraph (a) of this Section 3
and other compensation provided for by paragraph (b) of this Section 3, the Bank
shall pay or reimburse Executive for all reasonable travel and other reasonable
expenses incurred by Executive performing her obligations under this Agreement
and may provide such additional compensation in such form and such amounts as
the Board may from time to time determine.

PAYMENTS TO EXECUTIVE UPON AN EVENT OF TERMINATION.

Upon the occurrence of an Event of Termination (as herein defined) during the
Executive's term of employment under this Agreement, the provisions of this
Section shall apply. As used in this Agreement, an "Event of Termination" shall
mean and include any one or more of the following: (i) the termination by the
Bank or the Holding Company of Executive's full-time employment hereunder for
any reason other than a termination governed by Section 5(a) hereof, or
Termination for Cause, as defined in Section 7 hereof, (ii) Executive's
resignation from the Bank's employ upon any (A) failure to elect or reelect or
to appoint or reappoint Executive as Executive Vice President and Chief
Operating Officer, unless consented to by the Executive, (B) a material change
in Executive's function, duties or responsibilities, which change would cause
Executive's position to become one of lesser responsibility, importance or scope
from the position and attributes thereof described in Section I above, unless
consented to by Executive, (C) a relocation of Executive's principal place of
employment by more than 20 miles from its location at the effective date of this
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Agreement, unless consented to by the Executive, (D) a material reduction in the
benefits and perquisites to the Executive from those being provided as of the
effective date of this Agreement, unless consented to by the Executive, (E) a
liquidation or dissolution of the Bank or Holding Company, or (F) breach of this
Agreement by the Bank, or (iii) the failure or refusal of the Bank and/or
Holding Company to extend this Agreement pursuant to Section 2(a) above. Upon
the occurrence of any event described in clauses (A), (B), (C), (D), (E) or (F),
above, Executive shall have the right to elect to terminate her employment under
this Agreement by resignation upon not less than sixty (60) days prior written
notice given within six (6) full months after the event giving rise to said
right to elect.

Upon a Event of Termination, Executive shall be entitled to the benefits
provided in Section 5(c) and (d) below, and such benefits shall not be reduced
in the event that Executive obtains other employment following termination of
her employment hereunder.

CHANGE IN CONTROL.

No benefit shall be payable under this Section 5 unless there shall have been
Change in Control of the Bank or Patriot Bank Corp. (the "Holding Company"). For
purposes of this Agreement, a "Change in Control" of the Bank or Holding Company
shall mean an event of a nature that: (i) would be required to be reported in
response to Item 1 of the current report on Form 8-K, as in effect on the date
hereof, pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934,
as amended (the "Exchange Act"); or (ii) results in a Change in Control of the
Bank or the Holding Company within the meaning of the Change in Bank Control Act
and the Rules and Regulations promulgated by the Federal Deposit Insurance
Corporation ("FDIC") at 12 C.F.R. Section 303.4(a) with respect to the Bank and
the Board of Governors of the Federal Reserve System ("FRB") at 12 C.F.R.
Section 225.41(b) with respect to the Holding Company, as in effect on the date
hereof; or (iii) results in a transaction requiring prior FRB approval under the
Bank Holding Company Act of 1956 and the regulations promulgated thereunder by
the FRB at 12 C.F.R. Section 225.11, as in effect on the date hereof except for
the Holding Company's acquisition of the Bank; or (iv) without limitation such a
Change in Control shall be deemed to have occurred at such time as (A) any
"person" (as the term is used in Sections 13(d) and 14(d) of the Exchange Act)
is or becomes the "beneficial owner" (as defined in Rule 13d-3 under the
Exchange Act), directly or indirectly, of voting securities of the Bank or the
Holding Company representing 20% or more of the Bank's or the Holding Company's
outstanding voting securities or right to acquire such securities except for any
voting securities of the Bank purchased by the Holding Company and any voting
securities purchased by any employee benefit plan of the Bank or the Holding
Company, or (B) individuals who constitute the Board on the date hereof (the
"Incumbent Board") cease for any reason to constitute at least a majority
thereof, provided that any person becoming a director subsequent to the date
hereof whose election was approved by a vote of at least three-quarters of the
directors comprising the Incumbent Board, or whose nomination for election by
the Holding Company's stockholders was approved by the same Nominating Committee
serving under an Incumbent Board, shall be, for purposes of this clause (B),
considered as though she were a member of the Incumbent Board, (C) a plan of
reorganization, merger, consolidation, sale of all or substantially all the
assets of the Bank or the Holding Company or similar transaction occurs in which
the Bank or Holding Company is not the resulting entity; provided, however, that
such an event listed above will be deemed to have occurred or to have been
effectuated upon the receipt of all required regulatory approvals not including
the lapse of any statutory waiting periods, (D) a proxy statement shall be
distributed soliciting proxies from shareholders of the Holding Company, by
someone other than the current management of the Holding Company, seeking
stockholder approval of a plan of reorganization, merger or consolidation of the
Holding Company or Bank or similar transaction with one or more corporations as
a result of which the outstanding shares of the class of securities then subject
to the plan or transaction are exchanged for or converted into cash or property
or securities not issued by the Bank or the Holding Company, or (E) a tender
offer is made for 20% or more of the voting securities of the Bank or the
Holding Company. If a Change in Control has occurred pursuant to Section 5(a) or
the Board has determined that a Change in Control has occurred, Executive shall
be entitled to the benefits provided in paragraphs (c) and (d) of this Section 5
upon her subsequent termination of employment at any time during the term of
this Agreement due to: (1) Executive's dismissal or (2) Executive's voluntary
resignation following any occurrence, under the control of the Bank's or Holding
Company's successor in control, set forth in Section 4(a)(ii)(A) through (F) or
(iii), unless such termination is because of Executive's Termination for Cause.
Upon Executive's entitlement to benefits pursuant to Section 5(b), the Bank
shall pay Executive, or in the event of her subsequent death, her beneficiary or
beneficiaries, or her estate, as the case may be, a sum equal to the greater of:
(1) the payments due for the remaining term of the Agreement; or (2) three (3)
times Executive's average annual compensation for the five (5) most recent full
calendar years that Executive has been employed by the Bank or such lesser
number of full calendar years in the event that Executive shall have been
employed by the Bank as Chief Operating Officer for less than five (5) full
calendar years. Such average annual compensation shall include Base Salary,
commissions, bonuses, contributions on Executive's behalf to any pension and/or
profit sharing plan, severance payments, retirement payments, directors or
committee fees, fringe benefits paid or to be paid to the Executive in any such
year and payment of any expense items without accountability or business
purposes or that do not meet the Internal Revenue Service requirements for
deductibility by the Bank. At the election of the Executive, which election is
to be made within thirty (30) days of the Date of Termination, such payments
shall be made in a lump sum or paid in equal monthly installments during the
thirty-six (36) months following the Date of Termination. In the event that no
election is made, payment to the Executive will be made in approximately equal
installments on a monthly basis over a period of thirty-six (36) months
following the Executive's termination. Such payments shall not be reduced in the
event Executive obtains other employment following termination of employment.

Upon the executive's entitlement to benefits pursuant to Section 5(b), the Bank
will cause to be continued life, medical, dental and disability coverage
substantially identical to the coverage maintained by the Bank for Executive
prior to her severance at no
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premium cost to the Executive, except to the extent that such coverage may be
changed in its application for all Bank employees on a non-discriminatory basis.
Such coverage and payments shall cease upon the expiration of thirty-six (36)
months following the Date of Termination.

CHANGE OF CONTROL RELATED PROVISIONS.

                  Notwithstanding the provisions of Section 5, in no event shall
the aggregate payments or benefits to be made or afforded to Executive under
said paragraphs (the "Termination Benefits") constitute an "excess parachute
payment" under Section 280G of the Code or any successor thereto, and in order
to avoid such a result, Termination Benefits will be reduced, if necessary, to
an amount (the "Non-Triggering Amount"), the value of which is One Dollar
($1.00) less than an amount equal to three (3) times Executive's "base amount,"
as determined in accordance with said Section 280G. The allocation of the
reduction required hereby among the Termination Benefits provided by Section 5
shall be determined by Executive.


TERMINATION FOR CAUSE.

The term "Termination for Cause" shall mean termination because of Executive's
personal dishonesty, incompetence, willful misconduct, any breach of fiduciary
duty involving personal profit, intentional failure to perform stated duties,
willful violation of any law, rule or regulation (other than traffic violations
or similar offenses) or final cease-and-desist order or material breach of any
provision of this Agreement. Notwithstanding the foregoing, Executive shall not
be deemed to have been Terminated for Cause unless and until there shall have
been delivered to her a Notice of Termination which shall include a copy of the
resolution duly adopted by the affirmative vote of not less than a majority of
the members of the Board at a meeting of the Board called and held for that
purpose (after reasonable notice to Executive and an opportunity for her,
together with counsel, to be heard before the Board), finding that in the
good-faith opinion of the Board, Executive was guilty of conduct justifying
Termination for Cause and specifying the particulars thereof in detail. Except
as provided in Section 7(b) hereof, Executive shall not have the right to
receive compensation or other benefits for any period after the Date of
Termination. During the period beginning on the date of the Notice of
Termination for Cause pursuant to Section 8 hereof through the Date of
Termination, any stock options and related limited rights granted to Executive
under any stock option plan shall not be exercisable nor shall any unvested
awards granted to Executive under any stock benefit plan of the Bank, the
Holding Company or any subsidiary or affiliate thereof, vest. At the Date of
Termination, such stock options and related limited rights and any such unvested
awards shall become null and void and shall not be exercisable by or delivered
to Executive at any time subsequent to such Termination for Cause.
If, within thirty (30) days after Notice of Termination for Cause is received by
Executive, the Executive notifies the Bank that a dispute exists concerning the
termination ("Notice of Dispute"), the Date of Termination shall be date on
which the dispute is finally determined, either by mutual written agreement of
the parties, by a binding arbitration award, or by a final judgment, order or
decree of a court of competent jurisdiction (the time for appeal therefrom
having expire and no appeal having been perfected) and provided further that the
Date of Termination shall be extended by a Notice of Dispute only if such notice
is given in good faith and the party giving such notice pursues the resolution
of such dispute with reasonable diligence. In the event the Executive pursues
resolution of such dispute through arbitration in accordance with the rules of
the American Arbitration Association then in effect, the Bank will continue to
pay Executive her Base Salary in effect when the Notice of Dispute notice giving
rise to the dispute was given until the earlier of: (1) the resolution of the
dispute pursuant to arbitration in accordance with this Agreement, or (2) six
(6) months from the Date of Termination as specified in the Notice of
Termination for Cause.

NOTICE.

Any purported termination by the Bank or by Executive shall be communicated by
Notice of Termination to the other party hereto. For purposes of this Agreement,
a "Notice of Termination" shall mean a written notice which shall indicate the
specific termination provision in this Agreement relied upon and shall set forth
in reasonable detail the facts and circumstances claimed to provide a basis for
termination of Executive's employment under the provision so indicated.

"Date of Termination" shall mean the date specified in the Notice of Termination
(which, in the case of a Termination for Cause, shall not be less than thirty
(30) days from the date such Notice of Termination is given). If, within the
thirty (30) days after any Notice of Termination is given, the party receiving
such Notice of Termination notifies the other party that a dispute exists
concerning the termination, the Date of Termination shall be the date on which
the dispute is finally determined, either by mutual written agreement of the
parties, by a
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binding arbitration award, or by a final judgment, order or decree of a court of
competent jurisdiction (the time for appeal therefrom having expired and no
appeal having been perfected) and provided further that the Date of Termination
shall be extended by a notice of dispute only if such notice is given in good
faith and the party giving such notice pursues the resolution of such dispute
with reasonable diligence. Notwithstanding the pendency of any such dispute, in
the event the Executive is terminated for reasons other than Termination for
Cause, which shall be governed by Section 7 of this Agreement, the Bank will
continue to pay Executive her Base Salary in effect when the notice giving rise
to the dispute was given until the earlier of: (1) the resolution of the dispute
in accordance with this Agreement or (2) the expiration of the remaining term of
this Agreement as determined as of the Date of Termination. Amounts paid under
this Section are in addition to all other amounts due under this Agreement and
shall not be offset against or reduce any other amounts due under this
Agreement.

POST-TERMINATION OBLIGATIONS.

                  All payments and benefits to Executive under this Agreement
shall be subject to Executive's compliance with this Section 9 for one (1) full
year after the earlier of the expiration of this Agreement or termination of
Executive's employment with the Bank. Executive shall, upon reasonable notice,
furnish such information and assistance to the Bank as may reasonably be
required by the Bank in connection with any litigation in which it or any of its
subsidiaries or affiliates is, or may become, a party.


NONCOMPETITION; NONDISCLOSURE.

Upon resignation of Executive (other than Executive's voluntary resignation as
defined in Section 5 (b)(2)) or any Event of Termination pursuant to Section 4
of this Agreement, Executive agrees not to compete with the Bank for a period of
one (1) year following such resignation or Event of Termination in any county in
which the Executive's normal business office is located and the Bank has an
office or has filed an application for regulatory approval to establish an
office, determined as of the effective date of such resignation or Event of
Termination, except as agreed to pursuant to a resolution duly adopted by the
Board. Executive agrees that during such period and within said counties,
Executive shall not work for or advise, consult or otherwise serve with,
directly or indirectly, any entity whose business materially competes with the
depository, lending or other business activities of the Bank. The parties
hereto, recognizing that irreparable injury will result to the Bank, its
business and property in the event of Executive's breach of this Subsection
10(a), agree that in the event of any such breach by Executive, the Bank will be
entitled, in addition to any other remedies and damages available, to an
injunction to restrain the violation hereof by Executive, Executive's partners,
agents, servants, employees and all persons acting for or under the direction of
Executive. Executive represents and admits that Executive's experience and
capabilities are such that Executive can obtain employment in a business engaged
in other lines and/or of a different nature than the Bank, and that the
enforcement of a remedy by way of injunction will not prevent Executive from
earning a livelihood. Nothing herein will be construed as prohibiting the Bank
from pursuing any other remedies available to the Bank for such breach or
threatened breach, including the recovery of damages from Executive.

Executive recognizes and acknowledges that the knowledge of the business
activities and plans for business activities of the Bank and affiliates thereof,
as it may exist from time to time, is a valuable, special and unique asset of
the business of the Bank. Executive will not, during or after the term of her
employment, disclose any knowledge of the past, present, planned or considered
business activities of the Bank or affiliates thereof to any person, firm,
corporation, or other entity for any reason or purpose whatsoever.
Notwithstanding the foregoing, Executive may disclose any knowledge of banking,
financial and/or economic principals, concepts or ideas which are not solely and
exclusively derived from the business plans and activities of the Bank. Further,
Executive may disclose information regarding the business activities of the Bank
to the Federal Deposit Insurance Corporation ("FDIC") pursuant to a formal
regulatory request. In the event of a breach or threatened breach by Executive
of the provisions of this Section, the Bank will be entitled to an injunction
restraining Executive from disclosing, in whole or in part, the knowledge of the
past, present, planned or considered business activities of the Bank or
affiliates thereof, or from rendering any services to any person, firm,
corporation, other entity to whom such knowledge, in whole or in part, has been
disclosed or is threatened to be disclosed. Nothing herein will be construed as
prohibiting the Bank from pursuing any other remedies available to the Bank for
such breach or threatened breach, including the recovery of damages from
Executive.
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SOURCE OF PAYMENTS.

                  All payments provided in this Agreement shall be timely paid
in cash or check from the general funds of the Bank.


EFFECT ON PRIOR AGREEMENTS AND EXISTING BENEFITS PLANS.

                  This Agreement contains the entire understanding between the
parties hereto and supersedes any prior employment agreement between the Bank or
any predecessor of the Bank and Executive, except that this Agreement shall not
affect or operate to reduce any benefit or compensation inuring to the Executive
of a kind elsewhere provided. No provision of this Agreement shall be
interpreted to mean that Executive is subject to receiving fewer benefits that
those available to him without reference to this Agreement.


NO ATTACHMENT.

Except as required by law, no right to receive payments under this Agreement
shall be subject to anticipation, commutation, alienation, sale, assignment,
encumbrance, charge, pledge, or hypothecation, or to execution, attachment,
levy, or similar process or assignment by operation of law, and any attempt,
voluntary or involuntary, to affect any such action shall be null, void, and of
no effect.

This Agreement shall be binding upon, and inure to the benefit of,
Executive and the Bank and their respective successors and assigns.

MODIFICATION AND WAIVER.

This Agreement may not be modified or amended except by an instrument in writing
signed by the parties hereto. No term or condition of this Agreement shall be
deemed to have been waived, nor shall there be any estoppel against the
enforcement of any provision of this Agreement, except by written instrument of
the party charged with such waiver or estoppel. No such written waiver shall be
deemed a continuing waiver unless specifically stated therein, and each such
waiver shall operate only as to the specific term or condition waived and shall
not constitute a waiver of such term or condition for the future as to any act
other than that specifically waived.

LIMITATION ON PAYMENTS.

                  Any payments made to Executive pursuant to this Agreement, or
otherwise, are subject to and conditioned upon compliance with 12
U.S.C.Section 1828(k) and 12 C.F.R. Pt. 359 and any rules and regulations
promulgated thereunder.


SEVERABILITY.

                  If, for any reason, any provision of this Agreement, or any
part of any provision, is held invalid, such invalidity shall not affect any
other provision of this Agreement or any part of such provision not held so
invalid, and each such other provision and part thereof shall to the full extent
consistent with law continue in full force and effect.


HEADINGS FOR REFERENCE ONLY.

                  The headings of sections and paragraphs herein are included
solely for convenience of reference and shall not control the meaning or
interpretation of any of the provisions of this Agreement.


GOVERNING LAW.

                  The validity, interpretation, performance and enforcement of
this Agreement shall be governed by the laws of the Commonwealth of
Pennsylvania, but only to the extent not superseded by federal law.
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ARBITRATION.

                  Any dispute or controversy arising under or in connection with
this Agreement shall be settled exclusively by arbitration, conducted before a
panel of three arbitrators sitting in a location selected by Executive within
fifty (50) miles from the location of the Bank, in accordance with the rules of
the American Arbitration Association then in effect. Judgment may be entered on
the arbitrator's award in any court having jurisdiction; provided, however, that
Executive shall be entitled to seek specific performance of her right to be paid
until the Date of Termination during the pendency of any dispute or controversy
arising under or in connection with this Agreement.

                  In the event any dispute or controversy arising under or in
connection with Executive's termination is resolved in favor of Executive,
whether by judgment, arbitration or settlement, Executive shall be entitled to
the payment of all back-pay, including salary, bonuses and any other cash
compensation, fringe benefits and any compensation and benefits due Executive
under this Agreement.


PAYMENT OF COSTS AND LEGAL FEES.

                  All reasonable costs and legal fees paid or incurred by
Executive pursuant to any dispute or question of interpretation relating to this
Agreement shall be paid or reimbursed by the Bank if Executive is successful on
the merits pursuant to a legal judgment, arbitration or settlement.


INDEMNIFICATION.

                  The Bank shall provide Executive (including her heirs,
executors and administrators) with coverage under a standard directors' and
officers' liability insurance policy at its expense, or in lieu thereof, shall
indemnify Executive (and her heirs, executors and administrators) to the fullest
extent permitted under Pennsylvania law against all expenses and liabilities
reasonably incurred by her in connection with or arising out of any action, suit
or proceeding in which she may be involved by reason of her having been a
director or officer of the Bank (whether or not she continues to be a director
or officer at the time of incurring such expenses or liabilities), such expenses
and liabilities to include, but not be limited to, judgments, court costs and
attorneys' fees and the cost of reasonable settlements.


SUCCESSOR TO THE BANK

                  The Bank shall require any successor or assignee, whether
direct or indirect, by purchase, merger, consolidation or otherwise, to all or
substantially all the business or assets of the Bank, expressly and
unconditionally to assume and agree to perform the Bank's obligations under this
Agreement, in the same manner and to the same extent that the Bank would be
required to perform if no such succession or assignment had taken place.
<PAGE>   8
                                   SIGNATURES

IN WITNESS WHEREOF, Patriot Bank has caused this Agreement to be executed and
its seal to be affixed hereunto by its duly authorized officers and directors,
and Executive has signed this Agreement on the 22nd day of February, 2001.

ATTEST:                               PATRIOT BANK

/s/ Diane M. Davidheiser              By: /s/ James B. Elliott
--------------------------------         --------------------------------------
Secretary                                  James B. Elliott

                  [SEAL]

WITNESS:

/s/ Diane M. Davidheiser                  /s/ Joni  Naugle
--------------------------------      -----------------------------------------
                                            Joni  Naugle